Lions Gate Metals

In accordance with disclosure requirements, the Board of Directors of Lions Gate Metals Inc. (the “Company”) has adopted the following corporate governance practices:

Stewardship of the Company

The goal of the Company is to create shareholder value through the development of its properties in North America.

The Board of Directors has responsibility for the stewardship of the Company, specifically to oversee the operation of the Company and supervise management.

The Board acts in accordance with the British Columbia Business Corporations Act, the Company’s Articles of Incorporation and By-laws, the policies of the TSX Venture Exchange (TSX-V), and securities rules in the Province of British Columbia.

Every Board director is part of the process of establishing policies for the Company and its subsidiaries.

(a) The Strategic Planning Process. The Board participates in strategic planning by considering and, if deemed appropriate, adopting plans proposed and developed by management, with management having the primary responsibility for developing a strategic plan.

(b) Principal Risks. The Board considers the risks inherent in the mining industry and receives periodic assessments from management as to these risks and the Company’s strategies to manage these risks.

(c) Succession Planning. The Board reviews the personnel needs of the Company from time to time, having particular regard to succession issues relating to senior management. The training and development of personnel is generally left to management. The Board appoints the President, Chief Executive Officer and Chairman, as well as the Audit Committee members and officers each year at its first meeting of Directors immediately following the Annual General Meeting.

(d) Communications Policy. The Board assesses from time to time how effectively the Company communicates with shareholders, and has a Corporate Disclosure Policy. The Company meets or exceeds all requirements to disseminate material information in a timely manner based on the TSX-V policies. The Company meets with brokers and portfolio managers and attends investment conferences in Canada and overseas. The Company has a website with detailed information on its properties and corporate structure and offers parties an electronic means of communicating with the Company.

(e) Integrity of Internal Control. The Board, through the Audit Committee and in conjunction with its auditors, assesses the adequacy of the Company’s internal control systems. This process is undertaken on an annual basis during preparation of the year end financial audit. The Audit Committee also reviews and assesses the financial statements on a quarterly basis and reviews annually the Corporate Disclosure and Insider Trading Policy.

Board Independence

The Board presently consists of five (5) directors. Mark Hewett, John Icke and Laurie Thomson are “outside” and “unrelated” directors. Neither of the three unrelated directors has any direct or indirect material relationship with the Company (other than shareholdings) which could, in the view of the Company’s Board, reasonably interfere with the exercise of a director’s independent judgment. Arni Johannson and Darren Tindale, because of their management positions, are “inside” and “related”. The entrepreneurial nature of the Company, and the current stage of the Company’s development, make it appropriate for the Board to be composed of the present number and composition of directors, and the Board believes that when balanced against the attendant increase in cost to the Company and possible reduction in the efficiency with which decisions are made, it would not be warranted to significantly increase the size of the Board or change the Board’s composition at this time.

Individual Unrelated Directors

The Board currently consists of three unrelated and outside directors – Mark Hewett, John Icke and Laurence Thomson.

Mr. Hewett became a director in June 2008 and also served as President and CEO of the Company until his return to Canaccord Capital in July 2009. He maintains his Professional Engineer status with APEGBC but moved into the investment arena over 10 years ago and built a top tier clientele with assets under management exceeding $160 million. In fiscal 2006 and 2007, he and his partner achieved Chairman’s Club status at Canaccord, ranking amongst the top 20 advisors in Canada. Mr. Hewett is proficient at analyzing businesses and the markets and has a proven track record at gathering and growing assets from the ground up. He has been investing in and raising funds for the junior mining and energy sector for a number of years and this experience continues to benefit Lions Gate.

Mr. Thomson, formerly VP of Exploration, was elected as Director at the June 30, 2009 AGM. He is a retired senior international mining executive with considerable experience in marketing and business development. He has a Bachelor of Science (Honours) in Geology.

Mr. Icke became a director on December 1, 2009. He is the Chief Executive Officer and Director of Resinco Capital Partners Inc. (formerly Longview Capital Partners). Mr. Icke is a senior executive with more than 25 years global management experience. Resinco Capital Partners Inc. is the largest shareholder of the Company currently holding 2,827,937 common shares of the Company representing approximately 33.9% of the Company’s issued and outstanding shares. Mr. Icke was previously the president of Accenture Business Services for Utilities, the largest business process outsourcing practice of its kind worldwide. Mr. Icke has significant experience with private equity in addition to debt and public equity financings. Mr. Icke serves on the board of several public and private companies.

Assessing the Board’s Effectiveness

The Board is satisfied that, in view of the size and composition of the Board, no formal procedures are required to assess the performance of the Board, its committees or individual directors.

Orientation and Education of Directors

Orientation and education of new members of the Board is conducted informally by management and members of the Board. The orientation provides background information on the Company’s history, performance and strategic plan.

Effective Board Size

The Board has considered its size with a view to the impact of size upon its effectiveness and has concluded that the number of directors as presently constituted is appropriate for the Company given the complexity and current stage of development of the Company’s business. The Board as presently constituted includes considerable experience as well as financial experience.

Compensation of Directors

Board members are not presently compensated in their capacity as a director although they are reimbursed for expenses incurred in connection with their service.

The Audit Committee

The Audit Committee members are Darren Tindale, Arni Johannson. A new Committee of three directors will be appointed at the AGM to be held June 30, 2009. The Audit Committee meets each quarter to review the interim financials and meets one time, and more if necessary, to review the year end financials. The auditors of the Company report to the Audit Committee. The Audit Committee reviews the Company’s annual consolidated financial statements and interim financial statements before the board approves them.

Approach to Corporate Governance

The Board of Directors has assumed the responsibility for developing the Company’s approach to governance issues and responding to governance guidelines.

Position Descriptions

The Company has not formally developed position descriptions for the Board and the Chief Executive Officer; however, the Board is satisfied that senior management is fully aware of their responsibilities and those matters that are within their mandate.

Board Independence

The Board has functioned, and is of the view that it can continue to function, independently of management, as required. Mr. Mark Hewett, President, and Mr. Darren Tindale, are members of management as well as directors of the Company. In view of the size of the Company, management representation on the Board, and the nature of its business, it is essential that those having an intimate knowledge of the Company’s operations be present during important Board discussions. Notwithstanding the foregoing, if the Board believed it was appropriate and meaningful, it would formalize a process whereby the Board could meet without management present at the meeting.

Ethical Business Conduct

The Board has adopted a Code of Business Conduct and Ethics. A copy of the Code and Policy can be found on the Company website at HYPERLINK “http://www.LionsGateMetals.com” www.LionsGateMetals.com

The Board appoints a Compliance Officer who is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code of Business Conduct. The Compliance Officer has direct access to the Audit Committee and the Board and the Compliance Officer is required to report to the Board at least annually on compliance activity.